On the Young Side
by EmiAikoAnyaAnnaEmma
Summary: Peter Parker's best friend is a year younger than him, insanely jealous of Mary Jane, and sometimes too curious for her own good. He never meant to get her dragged into the middle of his hero business, but it's too late now. Emma Winchester is going to have to learn to live with keeping his secret, and live with knowing her best friend is an Avenger putting his life on the line.
1. Beginning of the End

**Disclaimer:**

 **I only own Emma Winchester.**

* * *

 _ **Queens, May 7th, 3:12 PM**_

Emma Winchester was a girl of intuition. She believed that everything happened for a reason, and that reason could determine the future or the past. That's why her best friend told her that she was being stupid, and that she needed to get a life outside of school. Emma would rather not, considering that this best friend doesn't have much of a life himself. She flips her brown hair over her shoulder, her green eyes glancing down at the time on her phone. School would be letting out any second now, and then she and Peter would be headed out towards their favorite ice cream shop before heading back to his place to play video games. It was their normal routine, and as his best friend she wouldn't change it for the world.

The school bell rings and Emma sighs in relief. It was nearing the end of the school year, so it wouldn't be much longer until she would have the summer to herself and Peter. Although he had been more distant in the past several months, he has been trying even harder lately to make up for it. Of course, he had a lot to make up for since she has lied for him multiple times to keep him from getting in trouble with his Aunt May.

Emma walks out of the classroom with her old, worn bag thrown over her shoulder. The other kids in the halls were either giving each other high fives or talking about what they were going to do this summer. Some of the seniors talked about their plans to go to college, meanwhile Emma walks to her locker - the one that Peter was supposed to meet her by so they could walk to the ice cream shop. And, to her disappointment, he wasn't there. Again.

"This is so typical, Parker, so typical..." Emma sighs, opening up her locker to pull her things out. There wasn't much, just a few journals for notes and some pictures from the festival and other school events that Peter took for her. "Maybe I should show up late to everything of his, too, maybe that would teach him a lesson, maybe I should-"

"Ranting to yourself about Peter again?" Emma turns around to face the red head. Both Peter and Mary Jane are a year older than her, but she ended up in the same grade thanks to acing her AP classes. Mary was pretty, and Emma knew that Peter had a crush on the young woman. Being sixteen is a hard thing, but when you're fifteen you're basically useless.

"Actually, yes. He was supposed to be here for-"

"-for your regular ice cream parlor date. Yeah, I know, and you should know by now that he's going to be late. He's been acting strange lately, hasn't he?" Mary and Emma were both worried about Peter, that's one of the only reasons they got along so well. If Emma wasn't best friends with Peter, and if Peter didn't have an infatuation with Mary, then the two would never speak.

"He has been, but he's not going to talk about it. Peter is stubborn. You should really know that by now." Emma slams the locker, turning to walk down the hallway. She could hear the honks of cars outside from the eager seniors that are trying to get out of the school parking lot for the last time, and the honking of the underclassmen getting pissed off at the previous seniors who are still acting superior.

"Can't you just learn to like me? Just once treat me like I'm another human being? I thought we were actually getting along for a while." Mary was now following after Emma, who was already out on the front steps of the school and starting to walk down the sidewalk.

"We're only friends to keep Peter happy, remember? When we're not around him I don't need to be nice. Yes, there's something wrong with Peter, and yes, he isn't saying a single thing about it. I don't think we can get him to, he's a very secretive person when something is bothering him. He's been like this since the incident." Emma didn't talk much about it, Peter didn't like it when she brought up his Uncle Ben. Emma would certainly feel better if he decided to speak to her about it, but that wasn't going to happen. She just needed to respect his space, unlike Mary.

When Emma doesn't hear anything back from the older girl she gazes back to see her walking back silently towards the parking lot. Emma might have been a little bit more harsh than she needed to be, but it was just her jealousy. Peter is her best friend, but lately he's been spending more time with Mary, he's been getting himself into dangerous things - fights, mainly - and it made her fear for him.

The roads were busy as always and people were yelling for cabs. Since Peter didn't show up for their 'date' she would have to walk home alone, again, which he had stated multiple times that he didn't like her doing. _"Maybe if you actually showed up when you say that you will I wouldn't have to walk home alone!"_ She reminds herself of those words that she has spoken to him more than once. Peter still didn't seem to understand, because if he did, he wouldn't be getting so angry when she decided to walk home without him when he doesn't show up.

Emma turns a corner, catching sight of a TV in a shop window. What she saw interested her and took her thoughts away from Peter for a few moments. The Avengers fighting in Africa, that fight happened a while back but the politics over it might screw the heroes over. Seeing the bodies that lined the ground, and the children that needed to be hospitalized tugged at her heart. She forces herself to turn away and continue walking down the alleyway that held a quicker path to her apartment than taking the crowded roads.

Emma rounds another corner and bumps into someone, that person bringing up their hands to steady her. Emma looks up to see a man with a square jaw and some stubble, grey eyes and dark hair, tanned skin, maybe around 5'11.

"Excuse me, ma'am." The man releases her, then walks past her rather quickly. Emma looked behind her shoulder as she continues to walk, keeping those features locked in her mind. it was a habit of hers, just in case someone decides to hurt her in any way. That way, she has at least a semi-accurate description of that person. It was a lesson that Peter taught her about three months back.

 _Stop thinking about Peter._ Emma shakes her head several times, quickening her pace since the apartment would be just around the corner. This time Emma was going to put her foot down, she was going to show Peter that he couldn't push her around like he had been lately or not show up on time when they plan things. That's now how it's going to work anymore.

She takes out her key to the apartment building, placing it in the lock so she could get inside. On the door shuts behind her it automatically locks itself, a security system that the owner of the building put in place after all of the shootings last year. Emma makes her way up the stairwell, past the first an second floor until she reaches the top floor. Once there she takes out her second key, about to unlock the door to the apartment when she sees that the door is already open. Emma freezes, staring at the crack for a moment while her mind tries to pick out why it would already be open. Her mother would have left for the night shift at work approximately an hour and a half ago, and her father wound't be home until tomorrow afternoon from his business trip. Unless someone broke in, which would be hard to do without being noticed, there was no reason that the front door should be open.

Emma sucks in a sharp intake of air, pushing open the door a little bit more to get a better view. Once fully opened the living room was in full view of her line of sight, revealing the emptiness of the apartment. She is just starting to think that her mother might have accidentally left the door open when she sees it; the blood on the floor. It was only a little bit, but it was enough to catch her eye. It was dripping off towards her bedroom in small droplets, varying in different sizes.

Emma softly shuts the front door behind her, locking it. She takes out her phone and keeps it at the ready if she needs it, following the trail to her bedroom. This might be a classic horror movie moment, but she couldn't help herself. Her curiosity got the best of her. When Emma reaches her bedroom door she slowly open it up, being cautious since she knows that literally anything could be behind it.

Once she saw what was in her bedroom, she screamed.

* * *

 ** _Two Hours Later_**

"Is the kid okay?"

Emma stares straight forward, the tears no longer staining her cheeks. If she could cry further she would, but she couldn't. Her mind wasn't piecing this together, the body parts that were sprawled across her room, the message written in German on the wall. She didn't understand it, not any of it. She couldn't even begin to comprehend it, the images still were trying to catch up with her mind.

"I don't know, she hasn't spoken at all since we brought her in. I think she's in shock."

"When is the child psychiatrist supposed to get here?"

"Forget the psychiatrist, when is her family going to get here?"

"They said they weren't coming..."

They were all talking about her as if she wasn't there, as if she wasn't suffering on the inside. She was being ripped apart, limb from limb, just like her dead parents. She brings her knees up to her chest as she sits in the semi-comfortable chair in the middle of the chief's office. They thought that it would be good to keep her away from people, but with the door partially cracked open she could hear everything they were saying.

Emma just wants to go home.

Emma wants her family.

Emma wants to forget this all.

"Emma Winchester?" Emma looks up when her name is called, seeing that the officer has come in with a beautiful older lady with brown hair. The woman comes forward and hugs her tightly, whispering things in her ear that she wasn't really listening to. Emma hugs the woman back, and even though she lost all of her tears already she was able to force some out of her eyes.

"It's alright, Emma, it's okay. Come on." May takes Emma's hand and wraps her arm around the waist of the young girl, leading her out of the chief of Police's office. By now it was almost six in the evening, and Peter's Aunt May had been called about thirty minutes later since Emma's family was refusing to come to the girl's rescue. His Aunt May knew Emma, and to hear about something so tragic... Well, she decided that since they were unable to get someone to test her psychologically just in case she has been traumatized, or find out if she committed the murder, she would take the girl home with her.

"Ma'am, we can't just-"

"Rubin." May stops before the young, handsome blonde haired police officer. "The girl doesn't need to stay in police custody tonight, she's been through enough. I'm taking her home, she can come back tomorrow if you really want to question her." May gives Emma a little push, and since none of the officers were stopping her she was able to easily make it out and get Emma into the old, small car she had out front.

"Peter is probably home by now, he doesn't know yet. Are you alright with staying with us tonight." May asks as she buckles in Emma, who still seems to be having a hard time doing anything other than just staring off into space. When she doesn't reply, May sighs softly, going to the drivers side and getting in so she could start heading home. The entire ride there Emma said nothing, did nothing but stare forward at the road ahead.

What was Emma supposed to do now? Both sides of her family aren't particularly fond of her, they hated her parents since they thought that they were selfish. She had nowhere to go, and since she was only fifteen the worse case scenario here would be that she would be taken in to a foster home. That meant the possibility of changing schools, having no friends, losing Peter...

Emma didn't want to lose anyone else.

Her fingers nails dig into her hands as they park next to the curb of the apartment, every other space pretty empty. Usually the college students that lived in his apartment complex would go out partying at this time of night, which was good in her opinion. Emma didn't want to be around anyone else.

For the first time that night she moves on her own, unbuckling the seatbelt to move out of the car. May follows her, before moving ahead so that she would be able to hold open the door for her. Emma didn't exactly like being treated like she was fragile, but now it felt right. She should be treated this way, she's lost everything and doesn't know what's going to happen to her now.

It seems like seconds alter they have already gone up the elevator and were standing int front of the door to the apartment, May unlocking it and stepping inside. The living room was quiet except for the TV being on, turned to the local news channel.

 _"The bodies of Marilyn and Kevin Winchester were found just a few hours ago in-"_ The TV was turned off before the sentence could finish, Peter turning from where he was on the couch just in time to see Emma fall in exhaustion and anguish.

* * *

 **A/N:**

 **Yeah, probably not some of my best work, but eh. I tried, and I like it, so that's all that matters.**


	2. Survival

**Alright, let's add a bit of drama to this sob story.**

* * *

 _ **Queens, May 8th, 1:36 AM**_

Emma slept in Peter's bed that night.

Afterwards he couldn't find it much in himself to say anything to Aunt May as she took calls from the police station and the news reporter that seemed a little too interested in Emma's side of the story. They were calling her a murderer. Peter knew better, and he knew that her name would be cleared by morning. But, that didn't stop him from blaming himself and wishing that he had been there before this all happened.

Germany was rough, and being sent home with a black eye and bruises all over the place didn't sit well with his Aunt May. This time, since Emma was obviously grieving and dealing with own stuff, he had to come up with his own lie. Luckily she bought it, but now his conscious was beating him up.

He should have been there.

Peter should have been there at her locker, like he promised, to take her out for ice cream. He shouldn't have gone to Germany to help Mr. Stark and the other Avengers with what he still didn't understand. He should have been able to save the people who died in that apartment, the people who brought his best friend into the world and treated him like he was their son, and treated his Aunt May like she was a sister. Like they were both important.

Now they were gone.

He would have already been investigating this himself if it hadn't been for his Aunt May. She clearly wanted him at home in case Emma should wake up, something about how it was traumatic for someone to see something like she did. He understood, and he wasn't going to leave her anyways. But now, going to check on her every fifteen minutes to make sure she was still asleep was getting tiring. Peter is supposed to sleep on the couch while leaving his bedroom door open so he could hear any noise, but everything was going fine - as fine as it could be for looking after someone who just saw the corpses of their parents.

After checking on her for about the tenth time that night he heads back towards the couch, rubbing his eyes with a heavy sigh escaping his lips. They were good people, her parents. They didn't do anything to deserve what came to them, Emma didn't deserve it either. Peter had it coming with his Uncle Ben, he was being bratty and needy, pushing things when he didn't need to be. He caused that death, but Emma didn't.

After going back to the couch and plopping himself down, Peter thinks that it might finally be time to get some sleep. It's been a hell of a long week, and he's sure that they were all going to need their energy in a few hours. But, just as he's about to close his eyes his phone rings, and with a loud groan he extends his hand and puts it on speaker.

"Hello?"

"Hey Pete, what are you up to? Sleeping?"

Peter lets out yet another groan when he hears that upbeat voice come from the other end. Mr. Stark wasn't annoying, if anything he's like the father that Peter lost all those years ago, and the one he lost about six months ago. But calling him this early? After everything that has happened? Couldn't it wait until morning?

"About to. Mr. Stark, I got something going on right now, if you could just call me back-"

"Kid, you're going to want to hear this. I suggest you keep me on the line."

* * *

 _ **6:13 AM**_

Emma was waken by a hand shaking her shoulder, but she didn't force herself to get up, or even open her eyes. Instead, she ignored that hand, knowing that today she was going to go back in that office, and they were going to ask her questions that she didn't want to answer. That's how those things go, right? It didn't take a genius to figure that out.

"Emma, _come on!_ We have to leave before Aunt May get's up!" Peter whispers frantically, already dressed and ready to go. Emma opens up one eye to look at him, before shutting it again.

"I'm not sneaking out with you." Emma states, sounding annoyed. "Whatever it is, running away won't help. So, I'm not running away." Besides, Emma knew she wasn't guilty, and that would be easy enough to prove. The hard part will be the funeral.

"You're not running away. Please, just trust me? Isn't that what a best friend is for?" Even though Peter was trying to stay calm, Emma could hear the panic in his voice. Why was he so jittery all of a sudden? Emma sits up in bed to get a better look at him, seeing those pleading hazel eyes. Dammit, she should have known better.

"A best friend would have been at that locker yesterday, and the day before that, and the day before that." She says, gauging his already guilty expression. "But, sure, as long as you promise that this isn't some ploy to get me to run away. That'll only make me look guilty." Peter's eyes immediately light up, but his face doesn't express the same emotion. Instead, he looked serious, and that worried her. A lot.

"I promise. Come on, you don't have anything here but I already have some things packed that would work for the both of us."

"I thought you just said we _weren't_ running away!"

"We're not! I promise! I just need you to keep an open mind until we get to this place though, alright?" Peter hoists up the bag that he had packed on his shoulder, scrawling something on a piece of paper. "Are you coming?" He tears the paper off of the notepad he used to write the note on, waiting on her in the doorway of his bedroom. Emma hesitates, still unsure about what trouble he was going to drag her into, before throwing her legs over the side of the bed and forcing herself to stand.

"Yeah, yeah, don't be so pushy, Parker." Emma sighs, slipping not he shoes that were left on the side of the bed as she stands up. Her hair is a huge mess, tangled from moving about the bed throughout the night, and she's still wearing the same grey t-shirt and jeans that she had been wearing the day before. She would have gone back to get her clothes from her house if this were any other day, but this isn't any other day.

As soon as she stands Peter reaches out to grab her hand, or she thought that's what he was doing. Instead he reaches past her, grabbing the drawer of his desk to pull it open. Emma steps to the side a little bit to see what he was doing, but Peter then shifts her the other way so that she was no longer facing him and wouldn't see what he was doing. She could hear the rustling of clothes, and that's about the time she tries to turn around again, but he forces her to face forward once again.

"I need you to trust me, don't look until I tell you too. And you can't breathe a word of this to Aunt May, okay?" He sounded worried, which in turn worried Emma. Could this be about the past few months? And why is he picking now, of all times, to finally open up to her? Was this a ploy to get her to let her feelings out about her parents? Because she already ddi that the night before.

"I thought we were going somewhere?"

"We are, but I want to show you this first. Maybe you might understand..."

"Understand what?"

"Turn around."

Now Emma was more reluctant than ever. Whatever this was, she felt like it had to do with what happened to her parents. Either that, or Peter was going to do something stupid in an attempt to cheer her up, something that wouldn't work and would only prove to make her feel worse. Seeing that she already paused long enough, though, and he was obviously waiting for some kind of reaction from her, she slowly turns around to look at him. It takes a few seconds for the initial shock to fade, because damn, she wasn't expecting this.

"So you're..."

"Yep."

"And that means that you-"

"Uh-Huh."

Emma is staring at him a moment longer than she meant too. It didn't look like the same suit that she, as well as every other kid in their school, had seen from the countless Youtube videos. Maybe that's why she began to think that this had to be a dream, because scrawny little Peter Parker isn't a super hero. Peter Parker is that dorky kid that nobody wants on their sports team, Peter Parker is that kid that always has his nose in a book and always gets the best grades in the class, other than hers and Mary's, of course. That's who Peter Parker is, this man standing in front of her, this is not who he is. Or, at leas that's what she would like to think, even though he was obviously standing before her in a Spider-Man suit.

"Em?" Her eyes snap to his as he pulls the mask up, giving her a worried look. "Oh God, I didn't send you into more shock, did I?"

"Don't give yourself that much credit." She replies sarcastically, starting to return to her normal self, bit by bit. But, this was quite the shock, and he did almost send her to a place that she would rather not return to. After all, he's a super hero, and sometimes super heroes die. Painfully. Slowly.

"Okay, okay. We do need need to get going right now, though, and my bike ins't exactly fast enough, so..." Peter trails off, glancing towards his bedroom window. Emma follows his line of sight, her face paling a little bit. Was he really thinking that was a good idea?

"No."

"It's the fastest way for me to travel, and we have to be there in fifteen-"

"We are not _jumping out of a fucking window!_ " Emma hisses at him, causing his eyes to widen.

"I'm surprised at you, sweet, innocent little Emma Winchester, _cursing_ at her best friend!" Emma was about to come back at him with a retort when his arms suddenly wrap around her waist, pulling her back towards the window. "Listen, I know you're afraid, but I'm not going to drop you and we aren't going to fall. Just think of it like we're flying, alright?" He says, now on the edge of the window.

Meanwhile Emma is pushing against him with all of her might, breathing a little harder than normal. She didn't give a damn if they had to be somewhere at a certain time, he was about to kill the both of them! It didn't matter if he had magic webs that could propel them away from the ground, there's the chaos theory that clearly states-

Emma's thought it cut off when he leaps with her still in his arms out of the window, a very loud and very shrill shriek coming from Emma. She buries her face into his chest, yelling out curse words that Peter Parker never thought he would ever hear her say. Comforting her would come later, right now her safety, just like the safety of his Aunt May, is his main priority. According to his sources, none of them were safe now.

None of them.

* * *

 **I got the feeling to start writing again, and this came out.**

 **So, yeah.**

 **I don't own Peter Parker, Marvel, or Youtube. But, man, if I did...**


	3. Memories

**The story must go on, and I'm loving this so far. Probably more than you guys.**

 **But, I'm happy that some people actually like this.  
Because I have an ego.  
And my ego must be satisfied.**

* * *

 _ **A LOT OF SCREAMING AND SWINGING LATER...**_

Peter knew he was going to be murdered as soon as he put her down. Not only is Emma Winchester petrified of heights, she just went through some huge emotional trauma and obviously didn't feel like going out anytime soon. But, when Tony Stark, his mentor and trainer now, calls him and tells him that he knows how her parents died? Who killed them? Well, Peter couldn't ignore it.

He just wishes that it didn't have to be this complicated.

Once they reach the abandoned warehouse - isn't that where all shady meetings happen? - he sets her down. Just as he expects, Emma swings her fist at him in an attempt to punch him. Peter efficiently dodges it, holding his hands up as if to tell her he surrenders.

"Hey, hey it's alright Emma! There's a lot I should explain before-"

"A lot you should explain!? Hell yeah there's a lot you should explain! I might have been in shock before, but now I'm going to kick your ass!" Emma is pissed, she wants to punch and kick him until he was bleeding. But, she couldn't do that, she knew that, which is why seconds later she found tears building up in her eyes. "A super hero? Really Peter? You couldn't be a goddamn engineer or something like that? Even a biology teacher would be better than this! Why would y-you..." Emma's voice breaks a bit, and then she's finally full on crying.

Peter never saw his best friend cry like this before. Sure, when they were younger they would fall and get cuts or scrapes and cry a little, but this was different. Emma is crying out her grief, her pain, everything that happened in the past fifteen hours. By bringing her here, he might have made is worse.

"I didn't mean to be this way, it just happened after... After Uncle Ben..." Peter winces as another loud sob wracks her body, him taking a step forward to bring her into his arms. How much had she cried? When Peter lost Ben he only cried once, and the rest was fury and a need for vengeance. "And then it stuck with me, being able to help people and do some good. Save lives. It's kind of my thing now, I know it isn't ideal, but it makes me feel like I have a good purpose."

Peter hugs her a little bit tighter, letting her cry on his shoulder. He wasn't there for her earlier, but he could be there for her now. _What kind of best friend am I? How could I let this happen? How can she not completely hate me?_ These thoughts plagued his mind until all he heard from Emma were little sniffles and whimpers. It seemed impossible that his strong, bold best friend could crack like this.

Peter hears a noise come from down the corridor to their left, hugging her tightly one last time before he releases her.

"Em-"

"Every time I lied for you, that was because you were fighting bad guys, wasn't it?" Her voice was more quiet now, and he couldn't help but notice how hurt she looked. "I understand that people have secrets, but how could you not trust me? How do you expect me to trust you when you kept something so big from me? I would have never-"

"That's just it, Ms. Winchester, we never know who we can trust." Emma turns when the new voice enters their conversation, turning to see none other than Tony Stark, standing perfectly dressed and groomed in his regular suit. Right now the sun was rising, making it more easily for her to see how nice he looked. Then she looks down at herself, a huge mess of old clothes and messy hair, with a little bit of a smell. Yeah, she probably should have taken a shower.

As Tony Stark approaches the two teenagers his lets his eyes trail between the two. Peter was keeping his eyes averted to the side, looking like he was guilty of something that he didn't do. In this case, he could guess what that guilt was coming from. Then there's Emma Winchester, the kid that he got a file on the night before when they were being warned about possible Hydra activity.

Of course they just had to have another incident after just fighting with their friends, no, their family over the Sokovia Accords. He thought that they might have a little bit of time to recover from those wounds, but obviously the universe wasn't too fond of that idea.

When neither of the teenagers spoke, he decides to continue.

"Have you told her anything?" Tony asks Peter, his arms crossed over his chest.

"No, I figured you would want to." Peter kicks an imaginary stone, his eyes still cast towards the ground.

"Great, way to leave it pros kiddo. You know, you could take some responsibility, I can't take care of your girlfriend for you."

"I'm not his girlfriend, old man." Emma finally speaks up, right after eyeing him up and down. She thought he would be taller in person, but that illusion is now ruined. Emma steals a glance towards Peter, wiping away a few of the stray tears that were still rolling down her cheeks. "And I don't need anybody to take care of me. If this is some kind of ploy to get me to keep my mouth shut about Peter, don't worry, I wouldn't do that to him." She states, seeming very sure of herself. "Now if you don't mind, I would really like to go back to Peter's place and rest. It's been rough."

"Yeah, I get that. But, you're not going back there after this meeting. Actually, you'll be staying in a witness protection home until we think you're safe." Tony watches her expression carefully, seeing her become very, very confused.

"Excuse me?" She asks, looking between Stark and Peter. "And might I ask why?" She meant to sound angry, but instead she sounds slightly worried. This couldn't have something to do with her parents, right?

"I can tell you why after we get you to a safe place. Peter, are you coming with or going home to hot Aunt May?" Tony tilts his head just a little bit, that teasing smile on his lips. He was hoping that might get something out of the kid, but he seemed so down at the moment.

"Yeah, I left a note but I'm hoping she's still asleep when I get back." Emma looks at Peter in disbelief. He was going to leave her here? With a complete stranger? Yes, everyone knew Tony Stark, he was pretty famous, and Peter talked about him all the time when they are younger, but still.

"Good. The police have been made semi-aware of the situation, as much that is needed of them right now. Just tell her that the kid is staying with distant relatives for right now, okay?"

"Got it." Peter turns and starts walking towards the edge of the building, about to leave Emma alone - again.

"Peter-"

"Come on, kid, we have to get going. We have a limited window of time to get you to the base." Tony places his hand on the small of her back, already starting to lead her away from her best friend. "Don't worry, he'll be around. Right now this is a little more important."

Emma turns her head around just in time to see Peter leaping off of the edge of the building, going home to his Aunt May. Suddenly Emma felt more than alone, she felt completely abandoned. It didn't matter to her if this was for her safety, which by the way she still hasn't been told why she had to be dragged here other than for her safety. He took her here, gave her a hug and then ran off. To her, that felt like her best friend was officially abandoning her.

They enter the elevator, which was strangely working somehow, and start to go down towards the ground level. Emma curiously gazes towards Mr. Stark, who now has his phone out and seems to be focusing more on it than her. This all seemed a little too surreal for her, like it shouldn't be her who is standing here. She's just a normal fifteen year old who just so happened to lose her parents the night before. They were normal parents, they looked normal and they spoke like anyone in Queens would. They didn't have the nicest apartment, it was just a tiny two bedroom with bedrooms that were barely large enough for the three of them. Her dad worked in business and traveled around a lot, and her mom worked as a nurse that was always on night shift. They were a normal family that just happened to not get together too often, but that was most American families were normal.

As the elevator doors open again she finds herself standing just a few feet away from a very nice, very expensive looking red Ferrari. She pauses while Mr. Stark walks ahead of her, only stopping to look back at her with a raised eyebrow.

"Are you getting in or not, kid? Like I said, we don't have all day. I actually have a job - well, I say job..." Tony rubs the back of his neck, still giving her a look. "Seriously though, we need to get going. I promise that Pete is going to see you later today, he just has to tie up some loose ends for me in the city." He could see the worry, the stress, the pain that was in the eyes of the teenager. But, there's nothing he can do but help save the case, that's all any of them can do at the moment.

Which is why he's very happy when she actually listens to him and gets in the car.

Tony starts up the engine and starts to speed away. He didn't care much for the speed limits since he's on his own time limit. It wasn't life or death, but it would be preferred if he got back to the base within the next thirty minutes. Unfortunately there was a lot for them to go over, and a lot that he was going to have to try and explain to the kid. It was a huge stress, and at times like these he wishes that Cap would still be around. As much as he hates to admit this, with Hydra around and Steve's personal knowledge of them, it would make this a lot easier.

He speeds past every car on the road, getting several angry honks and yells from the windows of said cars. But, with his sunglasses on his eyes trained on the road, he didn't give much of anything of what they thought of him. After a while of driving like maniac he turns down a part of the highway that would lead him to more off road territory. The only thing he was worried about now was why the kid wasn't making any noise at all.

* * *

 _ **7:23 AM**_

Emma was just about to fall asleep in the car when she heard the engine turn off.

"Do you need some more time to rest?" She looks up at Tony, who actually looked genuinely concerned. "Trust me, if it was my choice I wouldn't have dragged you out of bed this early after what happened yesterday. I lost my parents once, too, so I get it. Grieving is apart of the process, and sometimes it makes you want to sleep-"

"Stop rambling, that doesn't make me feel any better. I want to know why I'm here." Even though Emma is still incredibly exhausted, she knew that she needed to push herself out of it and keep moving forward. She's only human, but that doesn't mean she should lose her strength. Not now, of all times.

"Straight to the point, huh? Well, Pete did say you didn't like to play around. Come on, they should already be waiting for you inside." Tony opens up his own door, and Emma follows after, looking at the base with a little sense of wonder. Peter is Spider-Man. He's a super hero, and that means that he was eventually going to get involved with the Avengers. But, they just got into some kind of banter with each other, so does that mean that Peter got into that? Does that mean that she's going to be involved in it now, too? There were too many thoughts going through Emma's mind at the moment.

As they go up the steps that lead to the front entrance she takes notice of the cameras pointing at every angle of the building. There were also what looked like guards walking up and down along the sides, reminding her of a military base. A memory flashes through her mind of a time when she was very little, and for some odd reason her father had business at a military base that was off radar. Or, that's what she remembers, but it was an odd memory. Why is it coming back to her only now?

Once inside she can see that the base is very clean, but also kind of bland. Or, at least this part of it was. As they continue walking through the long, metal grey hallways in silence she can see it slowly turning into a more homey space. But it's not until they come to a rather comfortable looking living area that she begins to feel a little bit more at home.

"Bet it seems kind of weird to think of super heroes as normal people, huh?" Tony comments, seeing her initial reaction as awe.

"Well, when you go around saving the world people would like to think that all you do is train all day and sleep with women all night. Typically, I mean. You are getting a little old, you know." Emma tries to make this a little more light, despite knowing that this wasn't going to end well on her end.

"Yeah, I guess I am getting kind of old." She notes the edge in his voice, but doesn't comment on it. "Here, why don't you take a seat. Do you need anything to drink?"

"You're stalling. It can't be that bad, Mr. Stark, my parents are dead. I get that, everyone keeps trying to avoid bringing it up." Emma sys, but still takes a seat on the couch.

"They avoid it because you lost them yesterday, not even twenty-four hours ago. But you're so calm now, after crying and suffering. Mind telling me why that might be?" Emma was a little taken back by this question, and she desperately wanted to retort that she was still suffering. And, on the inside she was, but maybe a little less than she should be.

"I am suffering, I just-"

"Think, Emma." Tony says, eyeing her down from where he now sits across from her. "I used to have a psychologist that told me everything roots from our childhood, so I need you to think."

"I am thinking! You can't just take someone after all of this and expect them to be able to answer every question you throw at them!" Now Emma was becoming angry. She didn't even want to come here in the first place. But, if that was the case...

Then why did she let them take her here?

"Do you know who this man is, Emma?" Tony holds up a picture of a man, rather young with grey eyes and...

"He was in the alley yesterday, walking away from the apartment complex..."

"Good. But, do you remember him before that? How about in June 6th, 2005?" He asks, trying to see if he could pull up some of her memories. Meanwhile Emma is now frowning deeply, trying to force her mind to go back that far. It would have been just a day before her fourth birthday, the one that she had to go to the hospital after her party because she accidentally fell down some stairs and broke her arm.

"I don't..."

"Try, Emma. This is the man that murdered your parents. On June 6th, 2005 your father visited this man on a restricted Hydra base, we need to know what happened there. It might help us catch him." Tony is trying to give her more information, maybe something that she could work off of.

But, then Emma loses her consciousness.

* * *

 _Flashback  
June 6th, 2005_

 _"Papa, can I have my cake now?" The three year old is normally more energetic, but since her father brought them on this vacation she has had to be more quiet. She hated that. It was almost her birthday, her parents should be paying more attention to her._

 _"Not right now, sweetheart. Marilyn, why don't you take Emma out to the house? I have to get this work done." Kevin Winchester sounded a little bit irritated at the end of the sentence, but the three year old didn't notice it as much as her worried mother. Marilyn picks up her small daughter, whispering sweet things in her ear as they leave the room - no, the lab that her father did his work in._

 _"Mama, why does papa work all the time?" Emma asks just as her father leaves her sight. The door that shuts behind them has a strange symbol on it, one that Emma wound't understand until later years; the Hydra symbol._

 _"Papa needs to work so he can give you a good life, sweetie. He's very determined to make sure that your future is as secure as possible." her mother whispers to her in a soft, soothing tone. Emma wraps her arms around her mother's neck, resting her chin on her shoulder._

 _"I don't like it when papa works."_

 _"Neither do I, sweetie." Emma's mother suddenly stops, causing Emma to turn around when she hears the new voice._

 _"Ah, but work is necessary to keep living. You need work to make money, and money for food. Isn't that right, Mrs. Winchester?" There was an edge in his voice that Emma didn't like, something that made her cuddle closer to her mom and let out a little whimper. Her mother does hold her a bit tighter, and Emma could feel her body stiffen up a little bit._

 _"Yes, I suppose you're right."_

 _"So be more **grateful** that your husband is working for us next time, alright? We may be the only ones to keep your family alive." The man walks past the two of them, but not before stopping to pinch Emma on the cheek. "Such an adorable child, I would hate for anything bad to happen to her." He chuckles darkly, before leaving the mother and child alone in the hall. _

_The little girl is now holding onto her mother a little bit tighter, and then she feels something wet hit her little shirt. She turns the other way to look at her mother and see her wiping away a few of her own tears._

 _"Mama?"_

 _"It's okay, sweetie. Mama is just happy that we get this opportunity is all. Come on, maybe I can sneak you a piece of your birthday cake." At the mention of her cake the three year old instantly forgets the man, her mother's tears, and her father's work._

* * *

 ** _A/N:_**

 ** _Made this one a little bit longer so I could make up for possibly not updating for a few days. Sorry if I'm rushing it a little, it's going to slow down a lot after this chapter._**

 ** _Also, I forgot to mention that the romance between Peter and Emma will be a little slow. Or, it will be slow on Peter's part :)_**

 ** _Hope you guys liked it, but I'm still loving it and that's what matters the most!_**

 ** _Love you guys!_**


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